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‘Filing # 140645975 E-Filed 12/20/2021 08:25:52 AM
IN THE CIRCUIT COURT OF THE FIFTEENTH JUDICIAL CIRCUIT
IN AND FOR PALM BEACH COUNTY, FLORIDA
STARSEED LTD,
Plaintiff, Case No.:
vs.
Division:
BLUE CLOVER FINANCIAL, LLC,
Defendant. /
eee
AFFIDAVIT
The undersigned, being duly sworn, makes the following oath:
LL THoths Koen ve , am over 18 years old and competent to make
this affidavit. Iam an Officer/Custodian of Records and | am authorized by Plaintiff, STARSEED
LTD, _ for purposes of making this affidavit. Due to the scope of my job responsibilities with
Plaintiff, I am familiar with the manner and method by which STARSEED LTD, maintains its
normal business books and records, including computer records of ‘defaulted accounts.
2, These books and records are made in the course of regularly conducted ‘business activity
at or near the time the events they purport to describe occurred, by a person with knowledge of the
acts and events and it was the regular practice of that business activity to make such books and
records, The contents of this affidavit are true and correct based upon my personal knowledge of
the processes by which STARSEED LTD, maintains its business books and records.
3. The books and records of ‘STARSEED LTD, show that ‘Defendant opened an account with
STARSEED LTD, by virtue of ‘entering into an Agreement for the purpose of obtaining an extension
of credit and did thereafter use or authorize the use of the account. Further, Defendant has breached
the Agreement by failing to make periodic payments as required thereby.
4. Theattached or previously filed documents are true and correct copies of business records
of STARSEED LTD, that substantiate the indebtedness of the Defendant to the Plaintiff.
eR B| :
ILED: PALM BEACH COUNTY, FL JOSEPH ABRUZZO, CLERK. 12/20/2021 08:25:52 AM ***5, The books and records of STARSEED LTD, show that Defendant is c
to STARSEED LTD, for the just and true sum of $50,000.00, and that all just and lawful offsets,
payments, and credits have been allowed.
Given under my hand on:
Dated: Zo2vl
Affiant Name (Printed) T wS Koenve
Affiant Name (Signature) _
Title of Affiant Di@geTo@
County of_DvgAt _
Stateof UaiTeD ACAS Erikates
SUBSCRIBED and swom to before me, the undersigned Notary Public in and for the jurisdiction
aforesaid, by means of physical presence by r Tansy SH. Te ky
who is personally known to me who has produced
Pigs Pe AT as Tdentification and acknowledged before me his/her signature to the foregoing
javit.
GIVEN under my handand seal this_12T© day of, thug ust 20.21.
Notary Public
Notary Registration Number:
My Commission Expires:_/3 / 08/202!
21071710705 1ismaBLUE CLOVER
FINANCIAL |
Term Sheet
Collateralized Term Loan
December 31, 2020
Starseed Ltd
‘Unit no. 604-605, 6F Opal Tower
Business Bay, P.O. Box 128846
Dubai, United Arab Emirates
The following is indicative of the terms (this “Term Sheet’) issued by Lender and supersedes any previous Term
Sheet. Borrower acknowledges and agrees that this Term Sheet is not a commitment to lend, either express or
implied, and does not impose any obligation on Lender to issue a commitment or to make a loan on the terms set
forth herein or on any other terms. Except for the Sections of this Term Sheet entitled “Expenses”, “Expense
Deposit”, “Brokerage Fees”, and “Exclusivity” (collectively, the “Binding Sections”), each of which shall
survive the termination of this Term Sheet, this Term ‘Sheet shall be non-binding upon Borrower and Lender.
Any agreement by Lender to make a Joan will be subject to receipt of approval from Lender’s internal
investment committee and Borrower’s fulfillment of Lender’s standard closing conditions. Except as specifically
set forth herein, any reviews, decisions, approvals or acceptance to be made by Lender will be made by Lender
in its sole and absolute discretion.
‘Lender: Blue Clover Financial, LLC or one of its lending affiliates (“Lender”). In the
event an affiliate is the lender, the Borrower shall be provided with a full
CIS/KYC background information sheet on lender.
Borrower: Starseed Ltd or a newly-formed entity acceptable to Lender and controlled by
its Managing Members.
Guarantor/s: Borrower and any principals or Members of Borrower required by Lender
pursuant to its underwriting, requirements.
Property: The wild life preserve, known as The Widi Reserve located in North Maluku,
Indonesia.
Loan Amount: $50,000,000 (the “Loan Amount’), This is the requested funded amount. The
final loan amount will be a gross up amount to prepay the fees and interest for
the first 24 months Interest Reserve.
wars Initials: RG.
Blue Clover Financial, LLC
8461 Lake Worth Road, Ste 422, Lake Worth, FL 33467BLUE CLOVER
FINANCIAL
Loan Interest Rate: Ten Percent (10.00%) per annum, with interest only payments paid currently on
amonthly basis, Interest shall be calculated on the basis of actual days elapsed
in a 360-day year.
Origination Fee: 4,00% of the Loan Amount, paid upon the closing of the Loan. No other fees,
commissions, or costs of any kind are charged on top of the 4% Origination
Fee.
Exit Fee: None
Proof of Funds: Lender will provide verifiable proof ‘of funds within a Commitment to
Borrower within 20 business days of the signing of this agreement. If proof of
funds is not produced within the prescribed time frame, then any Expense
Deposit already paid shall be refunded within 15 business days.
Initial Term: ‘Thirty Six (36) months. All outstanding principal and interest shall be due on
the Maturity Date.
Extension Option: Borrower shall have the right to extend the Maturity Date for one additional
period of six (6) months each subject to the following: (i) for each extension,
Borrower shal! pay an extension fee to Lender equal to two percent (2.0%) of
the Maximum Loan Amount, (ii) Borrower provides a 90 day notice, and (iii)
no Event of Default shall have occurred and be continuing,
Collateral: The Loan shall be secured by (1) a first position on all real estate with an
assignment of all leases and (2) a first lien position on the company along with
all other assets of the company including accounts receivables, property,
equipment, and a pledge of all ownership interests in Borrower.
Payment Date: Payments of interest will be due on the Loan, in arrears, on the first day of each
month with a 5 day grace period. If the first day is not a Business Day the
payment shall be due on the preceding Business Day. A late fee of 5% of the
monthly payment amount is payable not paid within 5 days of the date when
due.
Interest Reserve: For the twenty fou (24) months, interest loan payments shall be pre-funded and
added to the loan. Interest payments shall be paid from an escrow account
Initials: Go
Blue Clover Financial, LLC
8461 Lake Worth Road, Ste 422, Lake Worth, FL 33467Anticipated Uses of
Loan Proceeds:
‘Transfers:
Construction Disbursements:
Subordination
Financing:
Insurance:
Assumability:
Guaranty:
Environmental
Indemnity:
BLUE CLOVER
FINANCIAL |
established with Lender under Lender’s sole dominion and control (the
“Interest Reserve”).
The acquisition and development of the Western Atoll of The Widi Reserve, as
well as, working capital as outlined in the Investment Presentation.
Neither Property nor any direct or indirect interest in Borrower may be
transferred, without Lender’s prior written consent, which consent may be
granted or withheld in Lender’s sole discretion.
¥f construction is part of the project, then Lender shall fund disbursements, not
more frequently than monthly, as funds are expended by Borrower to develop
the Property. The additional disbursements of the Loan proceeds shall be
pursuant to the terms of a constriction loan agreement acceptable to Lender.
The loan agreement will contain customary provisions for construction loans of
this nature, including, without limitation, requirements for the disbursement of
each draw, retainage requirements, bonding requirements, and a collateral
assignment of all construction agreements and plans and specifications. In
addition, Lender shall have approval rights with respect to the plans and
specifications, the general contractor, the construction contracts, and such other
construction related documents as Lender shall determine.
Subordinate financing will be prohibited without Lender’s prior written
consent.
Borrower shall maintain insurance coverage satisfactory to Lender
‘The Loan is not assumable without prior consent of Lender.
Guarantor shall provide for the payment of all interest and fees on the Loan.
‘The Borrower and the Guarantor shall indemnify Lender for all costs, expenses,
losses and liabilities incurred by Lender, its successors, assigns, members,
agents or representatives, in connection with any hazardous substances at, on,
under or affecting any Properties owned by Borrower. ae
mnitiais: WS f
Blue Clover Financial, LLC
8461 Lake Worth Road, Ste 422, Lake Worth, FL 33467Release Agreement:
Confidentiality:
Sale, Assignment,
or Participation;
Registration:
Lender’s Rights:
BLUE CLOVER
FINANCIAL |
Should Lender make a repayment of the initial Expense Deposit, the parties
agree to terminate this Agreement and Borrower shall release Lender from any
further obligation, responsibility or liability of any nature whatsoever in
connection with this Agreement. Additionally, both parties will release and
forever discharge the other party and all of its employees, agents, successors,
assigns, legal representatives, affiliates, directors and officers from any against
any and all actions, claims, suites, demands, payment obligations or other
obligations or liabilities of any nature whatsoever, whether known or unknown,
which such party or any of its employees, agents, successors, assigns, legal
representatives, affiliates, directors and officers have had, now have or may in
the future have directly or indirectly arising out of (or in connection with) this
Agreement, including any activities undertaken pursuant to this Agreement.
The parties agree to keep the terms of this Agreement and all confidential or
proprietary information of, in the case of the Lender, the Borrower, and in the
case of the Borrower, Lender, and in its possession completely confidential
(such information, “Confidential Information”). The parties agree that they will
not disclose the contents of this Agreement, including the amounts of monetary
payments, or any other Confidential Information to anyone other than their
respective legal and financial advisors, pursuant to an appropriate order from a
court or other entity with competent jurisdiction, or pursuant to applicable law,
tule or regulation.
Lender will have the right to securitize, sell, assign, or participate in the Loan, in
whole or in part, without the consent of the Borrower. Upon a sale or
assignment of the Loan, Lender shall be released of its obligations under the loan
documents. Lender reserves the right to (i) bifurcate the Loan into two or more
notes, (ii) allocate principal and interest between the notes, and (iii) sell or
participate some or all of the notes, at no cost or expense to Borrower. In no
event shall such loan bifurcation increase the aggregate obligations of Borrower
or change the terms of the loan agreement.
Lender shall have the right to routinely monitor Borrower’s management
regarding significant business activities of Borrower, or issues affecting the
Borrower, In addition, Lender shall have the right, to examine the books
and records of Borrower at any reasonable time and upon reasonable notice
to Borrower, and to receive such monthly, quarterly, and annual financial
reports as it shall request.
Initials: RG.
Blue Clover Financial, LUC
8461 Lake Worth Road, Ste 422, Lake Worth, FL 33467BLUE CLOVER
FINANCIAL |
Expenses: Borrower shall pay, whether or not the Loan closes, all costs and expenses in
connection with the Loan, including without limitation, the fees and
disbursements of Lender's counsel, appraisal costs, the costs of engineering and
environmental reports, title insurance premiums, survey charges, mortgage taxes,
recording charges, due diligence fees and lockbox fees. This provision shall
survive the termination, expiration or withdrawal of this Term Sheet.
Expense Deposit: $50,000 USD to be paid by January 4, 2021. In the event the Lender does not
fund the loan or line of credit due to no reasonable fault of Borrower, then the
Expense Deposit shall be reimbursed to Borrower. The use of the Expense
Deposit is to be allocated towards due diligence activities and ongoing
confirmation of documentation provided by Borrower.
USA PATRIOT
Act: As part of our customer identification and verification procedures, Lender may
ask Borrower, Managing Members and Guarantor, including any entity or
person owning directly or indirectly 20% of more of any of the foregoing
entities, to provide additional information as necessary to verify their identity
and comply with the USA PATRIOT Act.
Miscellaneous: ‘This Term Sheet, as well the Loan documents generally, shall be governed by
the laws of the State of Florida. This Term Sheet may be signed in any number
of counterparts and by facsimile or PDF signature, each of which shall be
deemed to be an original, and all of which taken together shall be deemed to be
asingle agreement.
Conditions to Closing and
Tnitial Funding: Prior to the funding of the Loan, the following conditions must be satisfactory
to Lender in its sole and absolute discretion:
(1) Satisfactory review of the organizational documents of Borrower, and any
amendments to such organizational documents as may be required in
connection with Lender’s underwriting requirements,
(2) Satisfactory review of the financial condition, credit history, experience and
reputation of Borrower and Guarantor and each of their respective
principals;
Initials: ROL
Blue Clover Financial, LLC
8461 Lake Worth Road, Ste 422, Lake Worth, FL 33467BLUE CLOVER
FINANCIAL |
(3) Satisfactory review of all underlying property information and third party
reports including but not limited to:
a. Appraisals
b. Environmental Reports
c. Engineering Reports for the Property
d. Property Condition Report
e. Satisfactory review of the in-place zoning.
(4) Satisfactory review of all construction contracts, architects agreements,
plans and specifications, and other construction-related materials;
(5) Satisfactory review of all insurance in place and carried at the Property, and
by Borrower, including types of coverage, limits, deductibles and carriers
acceptable to Lender,
(6) Such other diligence investigations of the Property, other collateral for the
Loan, Borrower, or Guarantor as Lender may undertake in its sole
discretion;
(7) Execution and delivery of Lender’s Joan documents;
(8) Delivery from Borrower’s counsel of legal opinions as requited by Lender;
(9) No material adverse change in market conditions;
(10) The absence of any event or development occurring or any information
being received with respect to the Borrower, Guarantor or any of their
respective principals, or managing members which could materially and
adversely affect the management, the net operating income or value of the
Borrower and Borrower’s collateral or the loan or the ability of Borrower to
make any payments that would be required under the Loan.
Brokerage Fees: ‘The Borrower shall hold Lender harmless from all brokerage claims, if any,
which may be made in connection with this transaction, and under no
circumstances shall Lender be liable in any way for any brokerage fees or
commissions in connection with the Loan, Lender has not dealt with any broker
in connection with the Loan. This provision shall survive the Closing, at which
time Borrower shall pay all and any commission and/or compensation due its
authorized broker.
Closing Fees: The cost and expenses of said insurance, recording fees, and all other expenses
regarding the loan, including attorney fees shall be borne and payable by the
Borrower at closing.
aged Initials: RG.
Blue Clover Financial, LLC
8461 Lake Worth Road, Ste 422, Lake Worth, FL 33467Closing Documents:
Closing Date Expiration:
BLUE CLOVER
FINANCI AL
As a condition to closing the Loan, legal and other documentation will be
delivered in form and substance satisfactory to Lender and its counsel,
incorporating substantially the terms and conditions outlined herein and such
other items and documents as are customary or usual for similar transactions,
including transactions that may be sold or participated to third parties or
securitized. Such loan documentation may include opinions of Borrower’s
counsel! as Lender shall reasonably require.
Lender intends to complete funding of this transaction within 60 days from
when this agreement is last signed. Should funding not occur within 90 days
from when this agreement was last signed due to no reasonable fault of
Borrower, the Expense Deposit shall be refunded.
This document is a Term Sheet for discussion, the loan documents will determine the final terms and conditions.
If you are interested in moving forward, please sign this letter in the space provided below and return it to
Lender, together with the Expense Deposit, on or before January 4, 2021, after which time this Term Sheet shall
be ifno further force and effect.
Sincerely,
BLUE CLOVER FINANCIAL LLC
By: Date: December 31, 22% 2020
Anthony Ricciardo
Managing Member, Blue Clover Financial
ACCEPTED AND AGREED BY BORROWER:
Print:
Title:
Sign:
Date:
‘THOMAS KOENYE
Print:
DIRECTOR Title:
a0
La, z Sign:
31 DECEMBER 2020 Date:
Initials:
Blue Clover Financial, LLC
8461 Lake Worth Road, Ste 422, Lake Worth, FL 33467BLUE CLOVER
FINANCIAL |
BANK ACCOUNT
Account Name: BLUE CLOVER FINANCIAL LLC
Bank Name: CHASE BANK
Wiring Routing #: 021 000 021
Account Number: 731 969 932
Swift Code: CHASUS33
Reference: Starseed
Blue Clover Financial, LLC
8461 Lake Worth Road, Ste 422, Lake Worth, FL 33467
initiate: Ge
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‘Filing # 140645975 E-Filed 12/20/2021 08:25:52 AM IN THE CIRCUIT COURT OF THE FIFTEENTH JUDICIAL CIRCUIT IN AND FOR PALM BEACH COUNTY, FLORIDA STARSEED LTD, Plaintiff, Case No.: vs. Division: BLUE CLOVER FINANCIAL, LLC, Defendant. / eee AFFIDAVIT The undersigned, being duly sworn, makes the following oath: LL THoths Koen ve , am over 18 years old and competent to make this affidavit. Iam an Officer/Custodian of Records and | am authorized by Plaintiff, STARSEED LTD, _ for purposes of making this affidavit. Due to the scope of my job responsibilities with Plaintiff, I am familiar with the manner and method by which STARSEED LTD, maintains its normal business books and records, including computer records of ‘defaulted accounts. 2, These books and records are made in the course of regularly conducted ‘business activity at or near the time the events they purport to describe occurred, by a person with knowledge of the acts and events and it was the regular practice of that business activity to make such books and records, The contents of this affidavit are true and correct based upon my personal knowledge of the processes by which STARSEED LTD, maintains its business books and records. 3. The books and records of ‘STARSEED LTD, show that ‘Defendant opened an account with STARSEED LTD, by virtue of ‘entering into an Agreement for the purpose of obtaining an extension of credit and did thereafter use or authorize the use of the account. Further, Defendant has breached the Agreement by failing to make periodic payments as required thereby. 4. Theattached or previously filed documents are true and correct copies of business records of STARSEED LTD, that substantiate the indebtedness of the Defendant to the Plaintiff. eR B| : ILED: PALM BEACH COUNTY, FL JOSEPH ABRUZZO, CLERK. 12/20/2021 08:25:52 AM ***5, The books and records of STARSEED LTD, show that Defendant is c to STARSEED LTD, for the just and true sum of $50,000.00, and that all just and lawful offsets, payments, and credits have been allowed. Given under my hand on: Dated: Zo2vl Affiant Name (Printed) T wS Koenve Affiant Name (Signature) _ Title of Affiant Di@geTo@ County of_DvgAt _ Stateof UaiTeD ACAS Erikates SUBSCRIBED and swom to before me, the undersigned Notary Public in and for the jurisdiction aforesaid, by means of physical presence by r Tansy SH. Te ky who is personally known to me who has produced Pigs Pe AT as Tdentification and acknowledged before me his/her signature to the foregoing javit. GIVEN under my handand seal this_12T© day of, thug ust 20.21. Notary Public Notary Registration Number: My Commission Expires:_/3 / 08/202! 21071710705 1ismaBLUE CLOVER FINANCIAL | Term Sheet Collateralized Term Loan December 31, 2020 Starseed Ltd ‘Unit no. 604-605, 6F Opal Tower Business Bay, P.O. Box 128846 Dubai, United Arab Emirates The following is indicative of the terms (this “Term Sheet’) issued by Lender and supersedes any previous Term Sheet. Borrower acknowledges and agrees that this Term Sheet is not a commitment to lend, either express or implied, and does not impose any obligation on Lender to issue a commitment or to make a loan on the terms set forth herein or on any other terms. Except for the Sections of this Term Sheet entitled “Expenses”, “Expense Deposit”, “Brokerage Fees”, and “Exclusivity” (collectively, the “Binding Sections”), each of which shall survive the termination of this Term Sheet, this Term ‘Sheet shall be non-binding upon Borrower and Lender. Any agreement by Lender to make a Joan will be subject to receipt of approval from Lender’s internal investment committee and Borrower’s fulfillment of Lender’s standard closing conditions. Except as specifically set forth herein, any reviews, decisions, approvals or acceptance to be made by Lender will be made by Lender in its sole and absolute discretion. ‘Lender: Blue Clover Financial, LLC or one of its lending affiliates (“Lender”). In the event an affiliate is the lender, the Borrower shall be provided with a full CIS/KYC background information sheet on lender. Borrower: Starseed Ltd or a newly-formed entity acceptable to Lender and controlled by its Managing Members. Guarantor/s: Borrower and any principals or Members of Borrower required by Lender pursuant to its underwriting, requirements. Property: The wild life preserve, known as The Widi Reserve located in North Maluku, Indonesia. Loan Amount: $50,000,000 (the “Loan Amount’), This is the requested funded amount. The final loan amount will be a gross up amount to prepay the fees and interest for the first 24 months Interest Reserve. wars Initials: RG. Blue Clover Financial, LLC 8461 Lake Worth Road, Ste 422, Lake Worth, FL 33467BLUE CLOVER FINANCIAL Loan Interest Rate: Ten Percent (10.00%) per annum, with interest only payments paid currently on amonthly basis, Interest shall be calculated on the basis of actual days elapsed in a 360-day year. Origination Fee: 4,00% of the Loan Amount, paid upon the closing of the Loan. No other fees, commissions, or costs of any kind are charged on top of the 4% Origination Fee. Exit Fee: None Proof of Funds: Lender will provide verifiable proof ‘of funds within a Commitment to Borrower within 20 business days of the signing of this agreement. If proof of funds is not produced within the prescribed time frame, then any Expense Deposit already paid shall be refunded within 15 business days. Initial Term: ‘Thirty Six (36) months. All outstanding principal and interest shall be due on the Maturity Date. Extension Option: Borrower shall have the right to extend the Maturity Date for one additional period of six (6) months each subject to the following: (i) for each extension, Borrower shal! pay an extension fee to Lender equal to two percent (2.0%) of the Maximum Loan Amount, (ii) Borrower provides a 90 day notice, and (iii) no Event of Default shall have occurred and be continuing, Collateral: The Loan shall be secured by (1) a first position on all real estate with an assignment of all leases and (2) a first lien position on the company along with all other assets of the company including accounts receivables, property, equipment, and a pledge of all ownership interests in Borrower. Payment Date: Payments of interest will be due on the Loan, in arrears, on the first day of each month with a 5 day grace period. If the first day is not a Business Day the payment shall be due on the preceding Business Day. A late fee of 5% of the monthly payment amount is payable not paid within 5 days of the date when due. Interest Reserve: For the twenty fou (24) months, interest loan payments shall be pre-funded and added to the loan. Interest payments shall be paid from an escrow account Initials: Go Blue Clover Financial, LLC 8461 Lake Worth Road, Ste 422, Lake Worth, FL 33467Anticipated Uses of Loan Proceeds: ‘Transfers: Construction Disbursements: Subordination Financing: Insurance: Assumability: Guaranty: Environmental Indemnity: BLUE CLOVER FINANCIAL | established with Lender under Lender’s sole dominion and control (the “Interest Reserve”). The acquisition and development of the Western Atoll of The Widi Reserve, as well as, working capital as outlined in the Investment Presentation. Neither Property nor any direct or indirect interest in Borrower may be transferred, without Lender’s prior written consent, which consent may be granted or withheld in Lender’s sole discretion. ¥f construction is part of the project, then Lender shall fund disbursements, not more frequently than monthly, as funds are expended by Borrower to develop the Property. The additional disbursements of the Loan proceeds shall be pursuant to the terms of a constriction loan agreement acceptable to Lender. The loan agreement will contain customary provisions for construction loans of this nature, including, without limitation, requirements for the disbursement of each draw, retainage requirements, bonding requirements, and a collateral assignment of all construction agreements and plans and specifications. In addition, Lender shall have approval rights with respect to the plans and specifications, the general contractor, the construction contracts, and such other construction related documents as Lender shall determine. Subordinate financing will be prohibited without Lender’s prior written consent. Borrower shall maintain insurance coverage satisfactory to Lender ‘The Loan is not assumable without prior consent of Lender. Guarantor shall provide for the payment of all interest and fees on the Loan. ‘The Borrower and the Guarantor shall indemnify Lender for all costs, expenses, losses and liabilities incurred by Lender, its successors, assigns, members, agents or representatives, in connection with any hazardous substances at, on, under or affecting any Properties owned by Borrower. ae mnitiais: WS f Blue Clover Financial, LLC 8461 Lake Worth Road, Ste 422, Lake Worth, FL 33467Release Agreement: Confidentiality: Sale, Assignment, or Participation; Registration: Lender’s Rights: BLUE CLOVER FINANCIAL | Should Lender make a repayment of the initial Expense Deposit, the parties agree to terminate this Agreement and Borrower shall release Lender from any further obligation, responsibility or liability of any nature whatsoever in connection with this Agreement. Additionally, both parties will release and forever discharge the other party and all of its employees, agents, successors, assigns, legal representatives, affiliates, directors and officers from any against any and all actions, claims, suites, demands, payment obligations or other obligations or liabilities of any nature whatsoever, whether known or unknown, which such party or any of its employees, agents, successors, assigns, legal representatives, affiliates, directors and officers have had, now have or may in the future have directly or indirectly arising out of (or in connection with) this Agreement, including any activities undertaken pursuant to this Agreement. The parties agree to keep the terms of this Agreement and all confidential or proprietary information of, in the case of the Lender, the Borrower, and in the case of the Borrower, Lender, and in its possession completely confidential (such information, “Confidential Information”). The parties agree that they will not disclose the contents of this Agreement, including the amounts of monetary payments, or any other Confidential Information to anyone other than their respective legal and financial advisors, pursuant to an appropriate order from a court or other entity with competent jurisdiction, or pursuant to applicable law, tule or regulation. Lender will have the right to securitize, sell, assign, or participate in the Loan, in whole or in part, without the consent of the Borrower. Upon a sale or assignment of the Loan, Lender shall be released of its obligations under the loan documents. Lender reserves the right to (i) bifurcate the Loan into two or more notes, (ii) allocate principal and interest between the notes, and (iii) sell or participate some or all of the notes, at no cost or expense to Borrower. In no event shall such loan bifurcation increase the aggregate obligations of Borrower or change the terms of the loan agreement. Lender shall have the right to routinely monitor Borrower’s management regarding significant business activities of Borrower, or issues affecting the Borrower, In addition, Lender shall have the right, to examine the books and records of Borrower at any reasonable time and upon reasonable notice to Borrower, and to receive such monthly, quarterly, and annual financial reports as it shall request. Initials: RG. Blue Clover Financial, LUC 8461 Lake Worth Road, Ste 422, Lake Worth, FL 33467BLUE CLOVER FINANCIAL | Expenses: Borrower shall pay, whether or not the Loan closes, all costs and expenses in connection with the Loan, including without limitation, the fees and disbursements of Lender's counsel, appraisal costs, the costs of engineering and environmental reports, title insurance premiums, survey charges, mortgage taxes, recording charges, due diligence fees and lockbox fees. This provision shall survive the termination, expiration or withdrawal of this Term Sheet. Expense Deposit: $50,000 USD to be paid by January 4, 2021. In the event the Lender does not fund the loan or line of credit due to no reasonable fault of Borrower, then the Expense Deposit shall be reimbursed to Borrower. The use of the Expense Deposit is to be allocated towards due diligence activities and ongoing confirmation of documentation provided by Borrower. USA PATRIOT Act: As part of our customer identification and verification procedures, Lender may ask Borrower, Managing Members and Guarantor, including any entity or person owning directly or indirectly 20% of more of any of the foregoing entities, to provide additional information as necessary to verify their identity and comply with the USA PATRIOT Act. Miscellaneous: ‘This Term Sheet, as well the Loan documents generally, shall be governed by the laws of the State of Florida. This Term Sheet may be signed in any number of counterparts and by facsimile or PDF signature, each of which shall be deemed to be an original, and all of which taken together shall be deemed to be asingle agreement. Conditions to Closing and Tnitial Funding: Prior to the funding of the Loan, the following conditions must be satisfactory to Lender in its sole and absolute discretion: (1) Satisfactory review of the organizational documents of Borrower, and any amendments to such organizational documents as may be required in connection with Lender’s underwriting requirements, (2) Satisfactory review of the financial condition, credit history, experience and reputation of Borrower and Guarantor and each of their respective principals; Initials: ROL Blue Clover Financial, LLC 8461 Lake Worth Road, Ste 422, Lake Worth, FL 33467BLUE CLOVER FINANCIAL | (3) Satisfactory review of all underlying property information and third party reports including but not limited to: a. Appraisals b. Environmental Reports c. Engineering Reports for the Property d. Property Condition Report e. Satisfactory review of the in-place zoning. (4) Satisfactory review of all construction contracts, architects agreements, plans and specifications, and other construction-related materials; (5) Satisfactory review of all insurance in place and carried at the Property, and by Borrower, including types of coverage, limits, deductibles and carriers acceptable to Lender, (6) Such other diligence investigations of the Property, other collateral for the Loan, Borrower, or Guarantor as Lender may undertake in its sole discretion; (7) Execution and delivery of Lender’s Joan documents; (8) Delivery from Borrower’s counsel of legal opinions as requited by Lender; (9) No material adverse change in market conditions; (10) The absence of any event or development occurring or any information being received with respect to the Borrower, Guarantor or any of their respective principals, or managing members which could materially and adversely affect the management, the net operating income or value of the Borrower and Borrower’s collateral or the loan or the ability of Borrower to make any payments that would be required under the Loan. Brokerage Fees: ‘The Borrower shall hold Lender harmless from all brokerage claims, if any, which may be made in connection with this transaction, and under no circumstances shall Lender be liable in any way for any brokerage fees or commissions in connection with the Loan, Lender has not dealt with any broker in connection with the Loan. This provision shall survive the Closing, at which time Borrower shall pay all and any commission and/or compensation due its authorized broker. Closing Fees: The cost and expenses of said insurance, recording fees, and all other expenses regarding the loan, including attorney fees shall be borne and payable by the Borrower at closing. aged Initials: RG. Blue Clover Financial, LLC 8461 Lake Worth Road, Ste 422, Lake Worth, FL 33467Closing Documents: Closing Date Expiration: BLUE CLOVER FINANCI AL As a condition to closing the Loan, legal and other documentation will be delivered in form and substance satisfactory to Lender and its counsel, incorporating substantially the terms and conditions outlined herein and such other items and documents as are customary or usual for similar transactions, including transactions that may be sold or participated to third parties or securitized. Such loan documentation may include opinions of Borrower’s counsel! as Lender shall reasonably require. Lender intends to complete funding of this transaction within 60 days from when this agreement is last signed. Should funding not occur within 90 days from when this agreement was last signed due to no reasonable fault of Borrower, the Expense Deposit shall be refunded. This document is a Term Sheet for discussion, the loan documents will determine the final terms and conditions. If you are interested in moving forward, please sign this letter in the space provided below and return it to Lender, together with the Expense Deposit, on or before January 4, 2021, after which time this Term Sheet shall be ifno further force and effect. Sincerely, BLUE CLOVER FINANCIAL LLC By: Date: December 31, 22% 2020 Anthony Ricciardo Managing Member, Blue Clover Financial ACCEPTED AND AGREED BY BORROWER: Print: Title: Sign: Date: ‘THOMAS KOENYE Print: DIRECTOR Title: a0 La, z Sign: 31 DECEMBER 2020 Date: Initials: Blue Clover Financial, LLC 8461 Lake Worth Road, Ste 422, Lake Worth, FL 33467BLUE CLOVER FINANCIAL | BANK ACCOUNT Account Name: BLUE CLOVER FINANCIAL LLC Bank Name: CHASE BANK Wiring Routing #: 021 000 021 Account Number: 731 969 932 Swift Code: CHASUS33 Reference: Starseed Blue Clover Financial, LLC 8461 Lake Worth Road, Ste 422, Lake Worth, FL 33467 initiate: Ge